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QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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FOR THE QUARTERLY PERIOD ENDED June 30, 2015
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OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
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RERAISE GAMING CORPORATION
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(Exact name of registrant as specified in its charter)
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NEVADA
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(State or other jurisdiction of incorporation or organization)
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7785 S. Dean Martin Dr. #100
Las Vegas, NV 89118
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(Address of principal executive offices, including zip code.)
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(702) 514-7111
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(telephone number, including area code)
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Large accelerated filer o
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Accelerated filer o
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Non-accelerated filer o
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Smaller reporting company x
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RERAISE GAMING CORPORATION
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BY:
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RON CAMACHO
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/s/
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RON CAMACHO
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Principal Executive Officer
Principal Financial Officer and
Principal Accounting Officer
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I6@CO!I)S1JW1<%&8$\PL
ML:4+HXQ&UKBM`+$(Q>16UW`P&G>CQ99I/JI#NSIQ:)MQ01&[-4EBT$GL.IE8
MG1Q_JY-CUR]G(0^M3G;%H$X&Q"),PC"&HTW`:!,G&K/
COMMITMENT |
6 Months Ended |
|---|---|
Jun. 30, 2015 | |
| COMMITMENT [Abstract] | |
| COMMITMENT | NOTE 4- COMMITMENT
On May 21, 2014 the Company entered into an agreement with Chris Moneymaker, an individual, to use his name and likeness alongside a brief positive quote on the Company's website, paraphernalia or literature. In exchange, the Company paid a signing bonus of $10,000, to Chris Moneymaker and committed to pay $1,000 per month for 24 months after it has raised $1,000,000 from the time the contract was initiated plus an additional $500 per month for 24 months for every $1,000,000 thereafter that is raised. The above consulting terms are concurrent, meaning, the 2nd contract will be added to the first contract and every other contract thereafter.
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GOING CONCERN |
6 Months Ended |
|---|---|
Jun. 30, 2015 | |
| GOING CONCERN [Abstract] | |
| GOING CONCERN | NOTE 3 - GOING CONCERN
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the recoverability of assets and the satisfaction of liabilities in the normal course of business. Since its inception, the Company has been engaged substantially in financing activities and developing its business plan and marketing. As a result, the Company incurred accumulated net losses from inception (October 2, 2013) through the period ended June 30, 2015 of $2,737,089. These conditions raise substantial doubt as to the Company's ability to continue as a going concern. The Company's development activities since inception have been financially sustained through the sale of capital stock and capital contributions from a note holder.
The ability of the Company to continue as a going concern is dependent upon its ability to raise additional capital from the sale of common stock or through debt financing and, ultimately, the achievement of significant operating revenues. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.
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Condensed Balance Sheets - USD ($) |
Jun. 30, 2015 |
Dec. 31, 2014 |
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| Current assets | ||
| Cash | $ 41,387 | $ 21,113 |
| Total current assets | 41,387 | 21,113 |
| Intangible asset, less accumulated amortization of $2,126 and $1,592 respectively | 4,274 | 5,341 |
| Total assets | 45,661 | 26,454 |
| Current liabilities | ||
| Accounts payable and accrued liabilities | 1,250 | 2,477 |
| Loan payable - related party | 30,000 | 30,000 |
| Note payable | 25,000 | 25,000 |
| Note payable - related party | 26,500 | 1,500 |
| Total current liabilities | 82,750 | 58,977 |
| Stockholders' deficit | ||
| Common stock, 100,000,000 shares authorized, at $0.001 par value, 17,376,000 and 17,271,000 shares outstanding, respectively | 17,376 | 17,272 |
| Additional paid in capital | 2,682,624 | 2,630,228 |
| Accumulated deficit | (2,737,089) | (2,680,023) |
| Total stockholders' deficit | (37,089) | (32,523) |
| Total liabilities and stockholders' deficit | $ 45,661 | $ 26,454 |
ORGANIZATION AND OPERATIONS |
6 Months Ended |
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Jun. 30, 2015 | |
| ORGANIZATION AND OPERATIONS [Abstract] | |
| ORGANIZATION AND OPERATIONS | NOTE 1 - ORGANIZATION AND OPERATIONS
Reraise Gaming Corporation (Reraise) located in Las Vegas, Nevada, was incorporated on October 2, 2013, in the State of Nevada. As of June 30, 2015 the Company has acquired a variety of poker games, some with patents and some with patents pending, in addition to those we are developing. Each of the games has been acquired or is being developed for different segments of the poker market, namely video poker, brick and mortar, as well as online poker. Several of the games are available on line, at no charge, to test their viability.
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 Months Ended |
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Jun. 30, 2015 | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited interim financial statements of Reraise Gaming Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014 contained in the Company's Form S 1/A amendment 5 originally filed with the Securities and Exchange Commission on March 24, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less which are not securing any corporate obligations. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.
Stock-Based Compensation
The Company records stock-based compensation at fair value as of the date of grant and recognizes the corresponding expense over the requisite service period (usually the vesting period), utilizing the Black-Scholes option-pricing model. The volatility component of the calculation is based on the historic volatility of the Company's stock or the expected future volatility. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
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Condensed Balance Sheets(Parenthetical) - USD ($) |
Jun. 30, 2015 |
Dec. 31, 2014 |
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| Condensed Balance Sheets [Abstract] | ||
| Intangible Assets, accumulated amortization | $ 2,126 | $ 1,592 |
| Common Stock, shares authorized | 100,000,000 | 100,000,000 |
| Common Stock, par value per share | $ 0.001 | $ 0.001 |
| Common Stock, shares outstanding | 17,376,000 | 17,271,000 |
NOTE PAYABLE (Details) - Notes Payable to Banks [Member] - USD ($) |
Jun. 01, 2015 |
Jun. 02, 2014 |
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| Short-term Debt [Line Items] | ||
| Amount borrowed | $ 25,000 | |
| Interest rate | 5.00% | |
| Amount of note to be repayable | $ 26,250 | |
| Minimum [Member] | ||
| Short-term Debt [Line Items] | ||
| Note secured against number of shares | 2,000,000 |
Document and Entity Information - shares |
6 Months Ended | |
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Jun. 30, 2015 |
Aug. 18, 2015 |
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| Document and Entity Information [Abstract] | ||
| Document Type | 10-Q | |
| Amendment Flag | true | |
| Document Period End Date | Jun. 30, 2015 | |
| Entity Registrant Name | RERAISE GAMING CORPORATION | |
| Entity Central Index Key | 0001592411 | |
| Current Fiscal Year End Date | --12-31 | |
| Document Fiscal Period Focus | Q2 | |
| Document Fiscal Year Focus | 2015 | |
| Entity Current Reporting Status | Yes | |
| Entity Filer Category | Smaller Reporting Company | |
| Entity Common Stock, Shares Outstanding | 17,326,000 | |
| Amendment Description | This Amendment No. 1 on Form 10-Q/A (this “Amendment”) amends the Quarterly Report of Reraise Gaming Corporation (the “Company”) on Form 10-Q, for the quarterly period ended June 30, 2015 (the “Form 10-Q”), filed with the Securities and Exchange Commission on August 14, 2015 (the “Original Filing Date”). The purpose of this Amendment is solely to furnish certain exhibits to the Form 10-Q in accordance with Rule 405 of Regulation S-T, which were inadvertently omitted in the Form 10-Q filed on the Original Filing Date. Exhibit 101 consists of the following materials from the Company’s Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Schema 101.CAL XBRL Taxonomy Calculation Linkbase 101.DEF XBRL Taxonomy Definition Linkbase 101.LAB XBRL Taxonomy Label Linkbase 101.PRE XBRL Taxonomy Presentation Linkbase No other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q. |
STOCKHOLDERS' EQUITY (Details) |
6 Months Ended | |||
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Jun. 15, 2015
USD ($)
$ / shares
shares
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Jan. 07, 2015
item
shares
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Jun. 30, 2015
USD ($)
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Jun. 30, 2014
USD ($)
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| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
| Stock based compensation | $ | $ 27,500 | $ 2,393,750 | ||
| Restricted stock [Member] | Two consultants [Member] | ||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
| Common stock issued for services, shares | 55,000 | |||
| Number of consultants to whom shares issued for services | item | 2 | |||
| Restricted stock [Member] | Investor [Member] | ||||
| Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
| Shares issued | 50,000 | |||
| Share price (in dollars per share) | $ / shares | $ 0.50 | |||
| Value of share issued | $ | $ 25,000 | |||
Condensed Statements of Operations - USD ($) |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2015 |
Jun. 30, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
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| Income Statement [Abstract] | ||||
| Revenue | ||||
| Operating expenses | ||||
| General and administrative | $ 17,765 | $ 273,267 | $ 56,543 | $ 2,418,355 |
| Professional fees | 2,803 | 4,653 | ||
| Total operating expenses | $ 17,765 | 276,070 | $ 56,543 | 2,423,008 |
| Loss from operations | (17,765) | $ (276,070) | (56,543) | $ (2,423,008) |
| Other expenses | ||||
| Interest expense | 831 | 523 | ||
| Total other expenses | 831 | 523 | ||
| Loss before provision for income taxes | (18,596) | $ (276,070) | (57,066) | $ (2,423,008) |
| Net loss | $ (18,596) | $ (276,070) | $ (57,066) | $ (2,423,008) |
| Basic and diluted loss per share | $ 0.00 | $ (0.02) | $ 0.00 | $ (0.15) |
| Weighted average shares outstanding Basic and diluted | 17,334,333 | 14,713,000 | 17,328,597 | 15,811,884 |
RELATED PARTY TRANSACTIONS |
6 Months Ended |
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Jun. 30, 2015 | |
| RELATED PARTY TRANSACTIONS [Abstract] | |
| RELATED PARTY TRANSACTIONS | NOTE 7 – RELATED PARTY TRANSACTIONS Between December 3, 2013 and January 29, 2014 a related party made cash advances totaling $30,000, to an individual, to acquire, several patents and patents pending. The loan is non-interest bearing, unsecured and has no repayment terms or maturity date. On June 8, 2015 the Company borrowed $25,000, from a related party, on an unsecured note payable, repayable on July 8, 2015, including interest of 2% per annum. The Company also borrowed an additional $1,500 which are non-interest bearing and payable in demand. |
STOCKHOLDERS EQUITY |
6 Months Ended |
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Jun. 30, 2015 | |
| STOCKHOLDERS' EQUITY [Abstract] | |
| STOCKHOLDERS' EQUITY | NOTE 6 - STOCKHOLDERS' EQUITY
On January 7, 2015 the Company issued 55,000 restricted common shares to two consultants, for allowing the Company to utilize the consultants' name, image and endorsement, on Company material, electronic and other wise. The shares have a fair value of $27,500 which was recognized as stock based compensation for the six months ended June 30, 2015.
On June 15, 2015 the issued 50,000 restricted common shares, to an investor, at $0.50 per share or a total of $25,000 cash.
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RELATED PARTY TRANSACTIONS (Details) - USD ($) |
2 Months Ended | 6 Months Ended | ||
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Jun. 08, 2015 |
Jan. 29, 2014 |
Jun. 30, 2015 |
Jun. 30, 2014 |
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| Related Party Transaction [Line Items] | ||||
| Loan from related party | $ 25,000 | |||
| Related Party [Member] | ||||
| Related Party Transaction [Line Items] | ||||
| Loan from related party | $ 25,000 | $ 30,000 | ||
| Maturity date | Jul. 08, 2015 | |||
| Interest rate | 2.00% | |||
| Additional borrowed amount | $ 1,500 | |||
GOING CONCERN (Details) - USD ($) |
Jun. 30, 2015 |
Dec. 31, 2014 |
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| GOING CONCERN [Abstract] | ||
| Accumulated deficit | $ (2,737,089) | $ (2,680,023) |
SUBSEQUENT EVENTS |
6 Months Ended |
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Jun. 30, 2015 | |
| SUBSEQUENT EVENTS [Abstract] | |
| SUBSEQUENT EVENTS | NOTE 8 – SUBSEQUENT EVENTS
The related party note of $25,000 was not repaid on July 8, 2015 and has been extended, on the same terms and conditions, for one year, until July 8, 2016
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) |
6 Months Ended |
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Jun. 30, 2015 | |
| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
| Basis of Presentation | Basis of Presentation
The accompanying unaudited interim financial statements of Reraise Gaming Corporation have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto for the year ended December 31, 2014 contained in the Company's Form S 1/A amendment 5 originally filed with the Securities and Exchange Commission on March 24, 2015. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for the interim periods are not necessarily indicative of the results to be expected for the full year.
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| Use of Estimates | Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
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| Cash and Cash Equivalents | Cash and Cash Equivalents
For purposes of the statements of cash flows, cash equivalents include all highly liquid investments with original maturities of three months or less which are not securing any corporate obligations. The Company maintains its cash in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts.
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| Stock-Based Compensation | Stock-Based Compensation
The Company records stock-based compensation at fair value as of the date of grant and recognizes the corresponding expense over the requisite service period (usually the vesting period), utilizing the Black-Scholes option-pricing model. The volatility component of the calculation is based on the historic volatility of the Company's stock or the expected future volatility. The expected life assumption is primarily based on historical exercise patterns and employee post-vesting termination behavior. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
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COMMITMENT (Details) - USD ($) |
6 Months Ended | |
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May. 21, 2014 |
Jun. 30, 2015 |
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| COMMITMENT [Abstract] | ||
| Amount of agreement signing bonus | $ 10,000 | |
| Amount of compensation paid per month | $ 1,000 | |
| Term period of consulting contract | 24 months | |
| Amount raised from the contract initiated | $ 1,000,000 | |
| Additional amount of compensation paid per month for every $1,000,000 thereafter that is raised | $ 500 |
Condensed Statements of Cash Flow - USD ($) |
6 Months Ended | |
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Jun. 30, 2015 |
Jun. 30, 2014 |
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| Cash flows from operating activities | ||
| Net (loss) | $ (57,066) | $ (2,423,008) |
| Adjustments to reconcile net loss to cash used in operating activities | ||
| Stock based compensation | 27,500 | 2,393,750 |
| Amortization | 1,067 | $ 465 |
| Change in assets and liabilities- | ||
| Decrease in accounts payable and accruals | (1,227) | |
| Net cash used in operating activities | $ (29,726) | $ (28,793) |
| Cash flows from investing activities | ||
| Acquisition of interactive web site | (5,600) | |
| Net cash used in investing activities | $ (5,600) | |
| Cash flows from financing activities | ||
| Loan from related party | $ 25,000 | |
| Proceeds from note payable | $ 25,096 | |
| Common stock issued for cash | $ 25,000 | 5,000 |
| Net cash provided by financing activities | 50,000 | 30,096 |
| Increase (Decrease) in Cash | 20,274 | (4,297) |
| Cash, beginning | 21,113 | 33,655 |
| Cash, ending | $ 41,387 | $ 29,358 |
| Cash paid: | ||
| Interest | ||
| Income taxes | ||
NOTE PAYABLE |
6 Months Ended |
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Jun. 30, 2015 | |
| NOTE PAYABLE [Abstract] | |
| NOTE PAYABLE | NOTE 5 – NOTE PAYABLE
On June 2, 2014 the Company borrowed $25,000 from a lender with compound interest of 5% repayable in one payment of $26,250, on June 1, 2015. The lender has not made demand for payment nor for the common stock, to be issued. The amount remains outstanding as of June 30, 2015 and is past due. In the event of default, the note is secured by not less than 2,000,000 shares of the Company's common stock.
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SUBSEQUENT EVENTS (Details) - USD ($) |
Jul. 08, 2015 |
Jun. 08, 2015 |
Jun. 30, 2015 |
Dec. 31, 2014 |
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| Subsequent Event [Line Items] | ||||
| Related party note | $ 25,000 | $ 25,000 | ||
| Related Party [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Maturity date | Jul. 08, 2015 | |||
| Subsequent Event [Member] | Related Party [Member] | ||||
| Subsequent Event [Line Items] | ||||
| Maturity date | Jul. 08, 2016 | |||
| Payment term | The related party note of $25,000 was not repaid on July 8, 2015 and has been extended
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| Maturity period | 1 year |